Kaisa Group Holdings Ltd. — Capital/Financing Update 2021

Jan 19, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.

The communication of this announcement and any other document or materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “ FSMA ”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “ Financial Promotion Order ”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “ relevant persons ”). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this announcement relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this announcement or any of its contents.

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KAISA GROUP HOLDINGS LTD. 佳兆業集團控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1638)

ISSUANCE OF ADDITIONAL US$300 MILLION 10.875% SENIOR NOTES DUE 2023 (TO BE CONSOLIDATED AND FORM A SINGLE SERIES WITH THE US$450 MILLION 10.875% SENIOR NOTES DUE 2023)

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References are made to the announcements of the Company dated 16 July 2019, 17 July 2019, 5 November 2019 and 6 November 2019 in respect of the issuance of the Original Notes by the Company and the announcement dated 19 January 2021 in respect of the proposed Additional Notes Issue.

On 19 January 2021, the Company, together with the Subsidiary Guarantors, entered into the Purchase Agreement with Credit Suisse, Deutsche Bank, Haitong International, China CITIC Bank International, Barclays, BOC International, Fulbright Securities Limited, Guotai Junan International, HSBC, UBS and CMBC Capital in connection with the Additional Notes Issue.

THE PURCHASE AGREEMENT

Date: 19 January 2021

Parties to the Purchase Agreement

• (a) the Company;

• (b) the Subsidiary Guarantors;

• (c) Credit Suisse, Deutsche Bank, Haitong International, China CITIC Bank International, Barclays, BOC International, Fulbright Securities Limited, Guotai Junan International, HSBC, UBS and CMBC Capital.

Credit Suisse, Deutsche Bank, Haitong International and China CITIC Bank International are the joint global coordinators, joint bookrunners and joint lead managers, and Barclays, BOC International, Fulbright Securities Limited, Guotai Junan International, HSBC, UBS and CMBC Capital are the joint bookrunners and joint lead managers in respect of the offer and sale of the Additional Notes. They are also the initial purchasers of the Additional Notes. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of Credit Suisse, Deutsche Bank, Haitong International, China CITIC Bank International, Barclays, BOC International, Guotai Junan International, HSBC, UBS and CMBC Capital is an independent third party and not a connected person of the Company and its connected persons.

As at the date of this announcement, Fulbright Securities Limited is a company majority controlled by the family members of Mr. Kwok Ying Shing. As all the applicable percentage ratios under the Listing Rules in respect of the subscription amount (including any commission) by Fulbright Securities Limited under the Purchase Agreement is less than 0.1%, the transactions contemplated under the Purchase Agreement fall within the de minimis threshold under Rule 14A.76(1) of the Listing Rules and are fully exempt from the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA and UK.

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The Additional Notes have not been, and will not be, registered under the Securities Act. The Additional Notes will only be offered outside the United States in offshore transactions in compliance with Regulation S under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the Additional Notes will be offered to the public in Hong Kong.

Principal terms of the Additional Notes

The following is a summary of certain provisions of the Additional Notes and the Indenture. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, the Additional Notes, the guarantees provided by the Subsidiary Guarantors, and the JV Subsidiary Guarantors, if any.

Additional Notes offered

Subject to certain conditions to completion, the Company will issue the Additional Notes in the aggregate principal amount of US$300 million. The Additional Notes will mature on 23 July 2023 unless earlier redeemed in accordance with the terms thereof.

Issue price

The issue price of the Additional Notes will be 102.215% of the principal amount of the Additional Notes plus accrued interest from (and including) 23 January 2021 to (but excluding) 26 January 2021.

Interest

The Additional Notes will bear interest from and including 23 January 2021 at the rate of 10.875% per annum, payable semi-annually in arrears on 23 January and 23 July each year, commencing 23 July 2021.

Reasons for the Additional Notes Issue

The Company is an investment holding company, and its subsidiaries are principally engaged in property development, property investment and property management, and hotel and catering operations and cinema, department store and cultural centre operations, and waterway passenger and cargo transportation in the PRC. The Company intends to use the net proceeds of the Additional Notes Issue to refinance its existing medium to long term offshore indebtedness which will become due within one year.

Listing

Application will be made to the SGX-ST for the listing and quotation of the Additional Notes on the SGX-ST. Approval in-principle from, admission to the Official List of, and listing and quotation of the Additional Notes on, the SGX-ST are not to be taken as an indication of the merits of the offering, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any) or any other subsidiary or associated company of the Company, the Additional Notes or the Subsidiary Guarantees. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this announcement.

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DEFINITIONS

In this announcement, the following expressions shall have the meanings set forth below unless the context requires otherwise:

“Additional Notes”	the US$ senior notes to be issued by the Company (to be
	consolidated and form a single series with the Original
	Notes)
“Additional Notes Issue”	the issue of the Additional Notes by the Company
“Barclays”	Barclays Bank PLC
“Board”	the board of Directors
“BOC International”	BOCI Asia Limited
“China CITIC Bank	China CITIC Bank International Limited
International”
“CMBC Capital”	CMBC Securities Company Limited
“Company”	Kaisa Group Holdings Ltd., a company incorporated in the
	Cayman Islands with limited liability, the shares of which
	are listed on the Main Board of the Stock Exchange
“connected person”	has the meaning ascribed to it under the Listing Rules
“Credit Suisse”	Credit Suisse (Hong Kong) Limited
“Deutsche Bank”	Deutsche Bank AG, Singapore Branch
“Directors”	the directors of the Company
“EEA”	the European Economic Area
“Fulbright Securities Limited”	Fulbright Securities Limited
“Group”	the Company and its subsidiaries
“Guotai Junan International”	Guotai Junan Securities (Hong Kong) Limited
“Haitong International”	Haitong International Securities Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC

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“HSBC” The Hongkong and Shanghai Banking Corporation Limited “Indenture” the written agreement entered into between the Company, the Subsidiary Guarantors as guarantors and the trustee, that specifies the terms and conditions of the Additional Notes including the covenants, events of default, interest rate of the Additional Notes and the maturity date “JV Subsidiary Guarantor” certain subsidiaries of the Company, other than the Subsidiary Guarantors, that guarantee the Company’s obligations under the Additional Notes “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Original Notes” the US$300 million and US$150 million 10.875% senior notes due 2023, which were issued on 23 July 2019 and 13 November 2019 respectively by the Company “PRC” the People’s Republic of China, excluding Hong Kong, Macao Special Administrative Region of the People’s Republic of China and Taiwan for the purpose of this announcement “Purchase Agreement” the agreement entered into by and among, inter alia, Credit Suisse, Deutsche Bank, Haitong International, China CITIC Bank International, Barclays, BOC International, Fulbright Securities Limited, Guotai Junan International, HSBC, UBS, CMBC Capital, the Company and the Subsidiary Guarantors in relation to the Proposed Additional Notes Issue

“Securities Act” the United States Securities Act of 1933, as amended “SGX-ST” Singapore Exchange Securities Trading Limited “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiary Guarantee” guarantees for the Additional Notes to be provided by the Subsidiary Guarantors “Subsidiary Guarantor” certain existing non-PRC subsidiaries of the Company that on the issue date of the Additional Notes will provide guarantees for the Additional Notes “UBS” UBS AG Hong Kong Branch

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“U.S. Dollars” or “US$” United States dollar(s), the lawful currency of the United States

“UK”

the United Kingdom

“United States”

the United States of America

“%”

per cent

By Order of the Board KAISA GROUP HOLDINGS LTD. Kwok Ying Shing Chairman and Executive Director

Hong Kong, 20 January 2021

As at the date of this announcement, the executive Directors are Mr. Kwok Ying Shing, Mr. Sun Yuenan, Mr. Mai Fan, Mr. Li Haiming and Mr. Kwok Hiu Kwan; the non-executive Director is Ms. Chen Shaohuan; and the independent non-executive Directors are Mr. Zhang Yizhao, Mr. Rao Yong and Mr. Liu Xuesheng.

• For identification purposes only

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